Sec Form 3 Filing - JW Asset Management, LLC @ TerrAscend Corp. - 2022-01-01

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person JW Asset Management, LLC 2. Issuer Name and Ticker or Trading Symbol TerrAscend Corp. [ TRSSF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) 14 NORTH LAKE RD. 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2022 (Street) ARMONK, NY10504 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 79,117,748 I See Footnotes( 1 )( 2 ) Common Stock 384,525 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option $ 13.6( 3 ) 03/25/2022 03/25/2031 Common 50,000 D Stock Option $ 13.6( 3 ) 03/25/2023 03/25/2031 Common 50,000 D Stock Option $ 13.6( 3 ) 03/25/2024 03/25/2031 Common 50,000 D Stock Option $ 13.6( 3 ) 03/25/2025 03/25/2031 Common 50,000 D Stock Option $ 4.2( 3 ) 06/19/2019 06/19/2023 Common 250,000 D Stock Option $ 4.2( 3 ) 06/19/2020 06/19/2023 Common 250,000 D Stock Option $ 4.2( 3 ) 06/19/2021 06/19/2023 Common 250,000 D Stock Option $ 4.2( 3 ) 06/19/2022 06/19/2023 Common 250,000 D Series A Convertible Preferred Stock ( 5 ) 01/01/2022 ( 4 ) Common 10,000,000 I See Footnotes( 1 )( 6 ) Warrants $ 3,000 01/01/2022 05/22/2023 Series C Convertible Preferred 10,000 I See Footnotes( 1 )( 6 ) Warrants $ 7,210( 3 ) 01/01/2022 08/23/2022 Proportionate Voting Shares 8,591 I See Footnotes( 1 )( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other JW Asset Management, LLC 14 NORTH LAKE RD. ARMONK, NY10504 X X Executive Chairman JW Partners, LP 14 NORTH LAKE RD. ARMONK, NY10504 X J.W. Opportunities Master Fund, Ltd. 27 HOSPITAL ROAD, GEORGE TOWN GRAND CAYMAN, E9KY1-9008 X JW GP, LLC 14 NORTH LAKE RD. ARMONK, NY10504 X Wild Jason G. 14 NORTH LAKE RD. ARMONK, NY10504 X Signatures JW Asset Management, LLC /s/ Jason Klarreich, Attorney-In-Fact 01/03/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 3 is being filed by JW Asset Management, LLC (the "Advisor") on behalf of itself and JW Partners, LP ("JWP"), JW Opportunities Master Fund ("JWO"), JW GP, LLC (the "General Partner"), and Jason G. Wild ("Wild" and, together with the Advisor, JWP, JWO, and the General Partner, the "Reporting Persons"). The Advisor serves as the investment advisor of JWP and JWO. Wild is the managing member of the Advisor and the General Partner and is a director and the executive chairman of the issuer and the trustee of the Howard Wild 2012 Grandchildren's Trust ("Trust"). The Advisor also serves as the investment manager of Insight Wellness Fund, LLC ("Insight") and the investment advisor of JW Growth Fund, LLC ("Growth") and JW Select Investments, LP ("Select"). The General Partner serves as general partner to JWP and Select and the manager of JWO and Growth. ( 2 )This amount reflects the aggregate amount of securities held by JWP, JWO, Insight, Growth, Select and the Trust immediately following the transaction requiring the filing of this statement. In accordance with Instruction 5(b)(iv) of Form 3, the entire amount of the Issuer's securities held by Reporting Persons is reported herein. Each of the Advisor, the General Partner, and Wild, disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either the Advisor, the General Partner or Wild are the beneficial owner of such securities for purposes of Section 16 or for any other purposes. ( 3 )This figure is in Canadian dollars. ( 4 )The Series A Convertible Preferred Stock is perpetual and therefore has no expiration date. ( 5 )Each share of Series A Convertible Preferred Stock is convertible into 1,000 shares of the Issuer's Common Stock. ( 6 )This amount reflects the aggregate amount of securities held by JWP and JWO immediately following the transaction requiring the filing of this statement. In accordance with Instruction 5(b)(iv) of Form 3, the entire amount of the Issuer's securities held by Reporting Persons is reported herein. Each of the Advisor, the General Partner, and Wild, disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either the Advisor, the General Partner or Wild are the beneficial owner of such securities for purposes of Section 16 or for any other purposes. Each share of Series C Convertible Preferred Stock underlying such warrants is convertible into 1,000 common shares in certain circumstances. ( 7 )This amount reflects the aggregate amount of securities held by JWP, JWO and Select immediately following the transaction requiring the filing of this statement. In accordance with Instruction 5(b)(iv) of Form 3, the entire amount of the Issuer's securities held by Reporting Persons is reported herein. Each of the Advisor, the General Partner, and Wild, disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that either the Advisor, the General Partner or Wild are the beneficial owner of such securities for purposes of Section 16 or for any other purposes. Each proportionate voting share underlying such warrants is exchangeable for 1,000 common shares in certain circumstances.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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